Chance to learn spell: 96%
• Immunity to 1st and 2nd lvl illusions,
• 9 bonus profs.
• 10 bonus mage spells

• +3 magical def bonus
• 5 bonus clerical spells

• Tentacles(4) -Natural see below THACO: 18 dmg 1d4+1 per tentacle
• Quarterstaff- THACO: 16 dmg 1d6/1d6
• Eloi Sidhe Falchion (Great Scimitar-2 handed) -THACO: 15 2d8 / 4d4
• Dagger- THACO:16 dmg 1d4/1d3

In addition to normal melee attacks, the mind flayer gets 4 tentacle attacks. Each tentacle does 1d4+1 damage. If the Illithid also gets an improved grab. To use this ability, the quasi-mind flayer must announce a head of time an attempt for a grab, and may not perform other melee attacks. The pseudo-illithid then must score a -2 hit a small to large creature with one of its tentacle attacks. The victim than makes a -3 save vs. paralyzation (modified by skills such as escape artistry where appropriate).

If failed, all four tentacles close down on the creature in a hold, and a mystical soporific chemical is infused into the victim. A large dose will make the victim helpless and passive, ready for a brain suck. If it successfully maintains the hold for two combat phases, the brain is sucked out and the victim killed. If a small dose of the chemical is injected, the victim is susceptible to thoughts projected through the tentacles.

The victim's thought patterns are "adjusted" as in the Mule in the Foundation Trilogy (except he could do it at a distance), and for the next 1 turn/level the victim is a willing and obedient servitor of the Illithid, a detailed set of secret personal instructions might be downloaded into the victim's brain. New Illithids are still clumsy at it and there is a definite likelihood of brain damage if Ardori’si attempts to readjust a victim as the time runs out.

Normal Illithids have a much powerful utilization of these tools and are not so clumsy, when Ardori’si adjusts an individual, it will leave palpable suction marks on the face. Tentacles are sensory organs as well as weapons. Illithids and Pseudo Illithids have 9 senses rather than the normal five. Their tentacles aid them in spells involving Naalite magic providing the capabilities of Extension I for pseudo-illithids and Extension II or III for real Illithids. See extended rules of Extension to see all the capabilities of the new spells. Spells so effected have been marked below with an *

• Elhoirrin-[Eloi Dialect of Eldarrin]-free
• Phaerinz [Illithid}-free
• Gondwapal_Kireshku - 1 (Journeyman)
• [subtotal languages- 1]

• [B] Sixth sense, +2 Master level(2)
• [B] Danger Sense, +2 Master level(2)
• [B] Awareness +2 Master level(2)
• [B] Observation.+4 adept level{4)
• [B] Technomancy/Artifcie class is also free at Journeyman level +4 for adept level(4)
• [subtotal enhanced bonus profs- 10]

• [1] Calligraphy Journeyman level(1)
• [2] Mystical Biology +2 Master level (4)
• [2]Charms, Talismans and Wards Journeyman (2)
• [2]Alchemy Journeyman(2)
• [1] Ancient history - Journeyman (1)
• [subtotal other profs-10]

• Natural Telepathy with creatures that have a language
• Natural Empathy
• Immune to all first and second level illusions (intelligence boost of enhancement)
• Immortal in the sense of unaging.
• Mental Adjustments with Tentacles
• Extension to all Naalite Magics through 4 extra tentacle senses.

• Charisma to non-Illithids in your true form is 10, but Psthaaga will respond initially respond to you at normal levels until they find you are not of the old race
• -1 To all spells of mind Naalite: (Charms, Suggestion, ESP, Domination, Thought Read with the exception of Illusions). This has already been adjusted for wisdom bonus. At each mage level for the next three, you gain you get a +1 bonus to Naalite magic, so next level you go to O, the next +1, etc.
• Sensitivity to bright light, overwhelming sensations (pyrotechnics, prismatic patterns, color spray
• Sterile
• Dependency on monthly draughts (6 oz.) of extract of the Illithe plant, very rare in the Helix, but found in the High Desert of H'kartha (explaining the very great interest of the Illithids in this backwater portion of the Helix). Failing to take this potion has debilitating effects on Ardori’si’s powers of enhancement as well as his spell capabilities. He begins with a six month supply (36 oz.)

• Shield
• Read Magic
• Magic Missile
• Color spray
• Identify
• Change Self
• Charm Person*
• Unseen servant

• ESP*
• Knock
• Invisibility
• Web
• Rope trick.
• Wizard lock

• Clairaudience*
• Clairvoyance*
• Mind Blast
• Lightning bolt
• Fly
• Slow

• Charm Monster*
• Polymorph self
• Ray's Mnemonic Enhancer
• Stoneskin

• All -Major(5)
• Charm-Major (10)
• Divination-Major (10)
• Guardian-Major (5)
• Healing-Major (10)
• Necromantic-Major (10)
• Protection-Major (10)
• Summoning-Major (10)
• Thought-Major (10)
• Wards-Major (10)

• Baleful Eye of Balor-(See Below) (10)
• Balor's Rebuking Gaze (acts like Turn Undead) (15)
• Pass without Trace (5)

Ardori'si Kelprie lived in Gharyll, the enchanted subterranean city of the Eloi Sidhe. Raised in the New Adventist society, Ardori'si rose in the ranks of the New Adventists to become a 7th circle initiate of the Mystery of the All-seeing Eye [Balor], the most prestigious of the nine mystery cults of the New Adventists that share the Ziggurat of the Dark Sun [The others are: The Mystery of Dagon, The Mystery of the Dark Guardian, the The Mystery of the Undying Elf, The Mystery of the Dark Embrace, the Mystery of the Dark Abyss, The Mystery of the Seven Keys, the Mystery of the Golden Tablets, and the Mystery of the Nineth Gate]

Ardori'si led the famous raid on the Jhul-ka Kuo-Toa bringing great repute to the New Adventists and many recruits. He visited the ancient ruined shrine of Balor in the High Desert [Pharaka Wastes] and battled the Shaddiss-Jaskaeli, the Shadow Killers of the Jharghaz-Haz (Black Haz). The Jhargfhaz-Haz are sometime allies of the Drougha, which earned him some enmity there. Explored the perilous shifting sands of the Taljiq-Saqqa. He had grown to one of the more illustrious of the Eloi Sidhe, and came to the attention of the Illithids.

As a result, he recently (10th day of Ghalanu the Oathmaster) was given an opportunity that every New Adventist dreams of, to become an Illithid. As the result of the experiment, his new abilities were gained, and magical knowledge imbued. Essentially he is now dual classed rather than multi-classed. (as indicated by your x.p. distribution). He cannot advance further as cleric, but can use his clerical abilities without penalty. While not having the social status of the Old Race, the Young Ones are considered the "Hope of the Race" and are accorded a polite but affectionate condescension.

The Eloi Sidhe were the descendants of the Utte Sidhe, The Grey Elves of the High Forest (now the wastes of Al-Khojath ). They abandoned the surface over 5500 years ago, when their homeland was destroyed. They live in the underdark of H'kartha, in a great subterranean cavern on the shores of the Sunless sea. The citadel of Gharyll is a wondrous fey place of spires, lights and illusion. It resembles the the fey cities of the elves of ancient lore. Save that it is built in a great mushroom forest in a vast cavern, Instead of among towering trees.

The SECRET entrance to the surface from the enchanted city lies beyond a magic portal, beneath a sea of dreams in the Pharuka Wastes. The air around the city is thick with rich luxuriant smells, sandalwood, myrrhh, jasmine, cinnamon, and several musky cloying odors that to non-Eloi Sidhe are somewhat less pleasant and oddly oppressive. The ancestors of the Eloi Sidhe, built their cities in the mountains, and sometimes had Dwarven miners built vast dungeons beneath their citadels to hold treasures, prisoners and places of secrecy.

Thus they were already beginning to have an affinity for deep places before their fall. The city of Gharyll is divided into many factions vying for dominance. The most important three are:

1. The Traditionalists (They seek to maintain the status quo, they protect the ancient lore of their ancestors, and with illusions train their adherents in the ancient woodland arts, for the prophesied day when they will return to the surface as per the Protocols of Xephia. They seek to keep their people as close to the ancient Utte Sidhe (Grey Elf) stock as possible. There have been some changes, their skin has darkened some, and their hair and eyes gone from silver to an almost white. Traditionalists have worked to oppose the Pelai on H'kartha.

2. The Drougha (The Bound): This is the cult of the Spider-Goddess/Demon Lolth. Drougha eschew a return to the surface to live, seeing the surface as a place to be plundered, much as surface folk see the Underdark. The cult promises powers to its members, and champions mystical adaptation to their new home. They create fabulous magic items, though ones perishable to the light of the true sun. These elves are becoming Drow.

3. The New Adventists: These Eloi sidhe seek to return to the surface as partners of the Illithids. They admire and seek to emulate Illithids and Illithid society and rue the day that elvenkind ever allied with the Siderthe, enemies of the mindflayers. They believe Illthids to be superior beings, and in the ceremonies of the New Adventists, the brethren dress up as Illithids. New Adventists have been volunteering for several years for experiments by the Illithids to magically "enhance" their race. Until very recently these have all been failures, and the subjects died or....worse. Still they trusted in the Illithids, who have said that the results while seeming failures had all proved "promising". Gharash the Hegemon has been keenly interested in this project.

Ilithids are few in number, perhaps 2000 of the old race remain. All of them are ancient, born in the Age of Dreams. None of the old race have been born in countless thousands of years. The recentl successes the Illithids have had in creating new Illithids through bio- magical experimentation is the only hope to avoid extinction. Illithid society is divided into a number of competing Houses, unified by the High Council of Elders.

The Illithid hegemony is a great spoil system. It was divided into Great Admiralties, Admiralties, Captaincies, and Lieutenantcies with great competition to govern these administrative units. These territorial domains of the Illithid Hegemony are granted to houses over which they are given the "rape". The High Council of the Illithids acted as some kind of Arbiter in this.

Each house has its own banner, and there is rivalries to have lucrative domains taken from one house and awarded to the another by the Council of Elders. The Council of Elders is somewhat removed from the politics of the houses, but not entirely. Think DUNE except the Illithids command their own ships.

Each house has its own ships and typically fleets are composed of allied houses or ships that are contracted to supplement those of ones own house. This leads to great power politics of which Illithids are master.

Illithid dominion had long been piratical, extractive and exploitive. Areas in their domain were forced to pay high tributes or face great destructive punitive raids. Such raids were also made against civilizations deemed to be reaching levels deemed dangerous. Local despots were propped up or installed, the Illithids did not rule themselves, being more interested in their researches and their Great War.

They generally seek to avoid contact with the "primitive planetaries" being one of the exalted interstellar races. Marghash, the last Hegemon was an innovator, in that he sought to rule over H'kartha directly. He was also a colossal failure. While the Illithids are rejoicing over their "Final Victory" over the Siderthe and Ufrai in the Great War, they are having increasing difficulty with their allies in the Quadripartite Alliance that primitives call "The Pelai".

They are also having difficulty with a strange new interstellar race known as the Neogi. Such conflicts have made it difficult for the Illithids to focus much attention on this world. Ilithids arealso worried about the return of the Great Old Ones. The Phaerin had had encounters with the Great Old Ones in the shrouded years of antiquity, and they are an order of evil beyond that which even the Illithids can stomach. Of course the Illithids do not see themselves as evil. They consider themselves one of the few noble races whose survival is threatened and thus they must resort to certain expediencies in order to preserve the greatest of all peoples, themselves.

The Illithids were not originally of the form that they now possess, their current form which they call their "enhanced state" has many advantages, and has provided expanded senses, superior intelligence, and a virtual immortality, they no longer age, but can be killed. They are also sterile, and thus over time their numbers have dwindled. The surviving Illithids are thus very careful to preserve their valuable existence, typically at the expense of servitors.

The Illithids through great magic have created a myth about their former state, making them elegant blue or mauve humanoids with long graceful limbs, However Abiesha knows that the original race called the Phaerin were an offshoot of humanity. Despite the belief by most folks on H'kartha that Humans, Elves, Dwarves and Halflings are creations of the Younger Gods, the truth is that these races are much older, being creations of the dreams of the Elder Gods.

The Phaerin lived on a world called Phaerinx. They were very skilled in technomantic magics even then, and their world was a marvel of magical devices and constructs. Marghash even once showed you an old portrait of himself done centuries ago by an Illithid artist showing Marghash in the old days on Phaerin before the "Great Enhancement".

In these ancient times, there lived a powerful, brilliant and evil race known as the Crylonthians. They came from a world of Yith., and are known as The Great Race. The Crylonthians compiled vast archives of lore in a city of libraries known as Pnakaptos. The Crylonthians are the ones who developed the art of Spelljamming, and used it to conquer much of the Helix. The Phaerin being skilled technomancers over time deduced the secrets of spelljamming and lead a revolt among the subject races. Their two main allies in this war against the Crylonthians were the Celestial Eldarinn a race akin to the Elves, and the Serpetheska, a race of Saurials akin to both dragons and Haz. The war ended with the destruction of Yith and the Crylonthians, but at a great price.

The Crylonthians unleashed terrible magics on the worlds of the Phaerin, Celestial Eldarinn and the Serpetheska transforming all three races. The Phaerin became the Illithids,

the Celestial Eldarinn became the Siderthe shrunken deformed homunculi,

and the Serpetheska became grotesque parasites known as the Ufrai.

The Illithids speak darkly of some sort of betrayal which launched the Illithids into The Great War against both the Siderthe and the Ufrai, during this war known as the Great War or the War Across Space and Time, the Quadrapartite Alliance (the Pelai) was formed. The war saw the final destruction of all three homeworlds of these warring races.

A truce began about 1000 years ago, but more recently there has been In a renewal of the Great War (begun 20 years ago) the Illithids finally in the last year have triumphed over these two ancient enemies, seizing their last great strongholds, delivering unto the Illithids the Great Nexus of Worlds, and scattering the remnants of their adversaries across the Helix. The joy of victory was short lived, as the Illithids have been having trouble with their allies over the division of the spoils of victory, as well as facing new foes such as the Neogi.

In their great long lives, the Phaerin accumulated knowledge that make the great magical academies of H'kartha seem like conclaves of children. While mages on H'kartha speak of Nine Orders (levels) of Magic with a 10th level of ritual above this, the Illithids in their prime studied over 30 orders of magic. The key is in their prime. For besides the sterility, another threat faced the Illithids over the course of time.

A kind of dementia that they staved off only by their great experiments into bio-magics and the consumption of brain tissue. The Illithids call this the Great Ailment, and they are terrified of it. It has already caused them to forget much of their lore, and in extreme cases it causes madness, idiocy or coma into a state of eternal dreaming. The rages that Illithids are known for, seem to be a product of the Great Ailment. To control these rages, the Illithids take various concoctions and elixirs made of brains, dream mushrooms and the juice of the illithe berries, gem dust, and exotic herbs.

Illithids have created a whole range of intelligent machines as servitors to compensate for their falling numbers, the Navigator being an example of this. They use carefully selected brains harvested for use in these machines. They have also figured out how to transform elves into new Illithids. These newbie Illithids are still a pale reflection of the elder Illithids, For some reason The phaerin have had no great luck with their enhancement of other strains of demi-humans or with humanity, creating the Atyri was the best their bio-magics have been able to manage with humans. They simply haven't been able to combine the essences in a way that would duplicate what the ancient Crylonthians did.

The Illithids have also bred races of purely organic servitors like the Psthaaga and the Atyri. Apparently scores of such experimental races exist. The Illithids have had their share of failures also, like the Owl Bear.

• 3 Spellbook
• 5 Sunrods
• 2 Antitoxin
• 4 bottles good wine                            
• Waterskin (full)
• Flint & steel                                
• 50 ft. Silk rope
• Scholars Outfit - Red
• 3 Ink and 9 inkpen
• Starstone (Iron) Manacles
• Continually Lit coin
• 2 Winter Blanket
• 4 Alchemist Fire
• 10 days Trail rations
• 27 sheets paper
• Spare spell component pouch
• Eloi sidhe falchion (Elder bronze)

• ( 1700 g.p worth)
• 700 tolar (Third empire gold coins)
• 2- 250 g.p. gems
• 10- 100 g.p. gems

• Sixth sense,
• Danger Sense,
• Awareness
• Observation.
• Technomancy/Artifice

• Must bump up Technomancy/Artifice to at least Master Level
• Calligraphy
• Mystical Biology

• Charms
• Talismans and Wards
• Alchemy